Fall of Anakin, rise of Vader
by Stand with Ward and Queen
Summary: A sort of fix-it AU that reimagines the prequels and actually shows the gradual fall of Anakin and his transformation into Darth Vader.
1. The beginning

**Disclaimer: I do not own Star Wars or anything in it.**

 **I know, I know, I should be working on one of my other stories but the ideas just won't seem to stop coming!**

 **So, there are a lot of factors that make the prequels, particularly the first two parts, suck. But I feel that most of it has to do with Anakin and the way he is portrayed. The Original trilogy builds him up to be this force for good, this righteous hero who fell from grace. But what we got in the prequels was a whiny, selfish, self-serving jackass who, for the most part, only seemed to care about himself. Wouldn't it have been a much more compelling story if Anakin was presented as someone who really cared about the Republic and the Jedi but felt that both were corrupt and disliked the fact that he couldn't seem to do anything about it? Thus this story was born!**

Jedi Temple

Morning

Sixteen year old Anakin was sitting at the kitchen table, eating some breakfast as he watched the holo-news.

"In other news, Senator Sheev Palpatine of Naboo has announced his candidacy for Supreme Chancellor." The reporter said as it showed a picture of Palpatine in the far left corner.

"More politicians grabbing for power. Obi-Wan said disgusted as he walked into the kitchen.

"But in this case, it may be the lesser evil. Senator Palpatine doesn't appear corrupt, or at least as corrupt as the other senators." Anakin pointed out and Ob-Wan looked at his apprentice dryly.

"Things are not always as they appear my Padawan," Obi-Wan advised as his commlink went, "This is Kenobi."

"Obi-Wan," Mace Windu's small, holographic form appeared on the commlink, "You and your Padawan need to report to the Council chambers right away."

"We'll be right there Master." Obi-Wan said and the hologram faded as Anakin sighed.

"Great, more fixing the Republic's problems." Anakin grumbled and Obi-Wan sighed.

While he loved Anakin like a younger brother, this had been an ongoing debate, argument really, between them for years. Anakin believed that the Jedi were being used to fix the Republic's problems, limiting their effectiveness. Anakin believed the Jedi were meant to follow the will of the Force, not the orders of the Republic. Obi-Wan could admit that Anakin had several good points.

"The Council is waiting Anakin, best not to keep them waiting." Obi-Wan said instead of arguing.

Council chambers

Later in the morning

"A new Mission, we have for you." Yoda said as master and apprentice stood in the circle of twelve Jedi Masters.

"Queen Amidala of Naboo arrived on the planet late last night," Mace told them, "she is here to convene with Senator Palpatine to discuss about the Senate's upcoming vote on the military creation act. However, upon arrival, it was discovered that a bomb had been placed on her ship when it detonated."

"Fortunate it was that Queen Amidala had a decoy in place."

"Indeed, although someone does not seem to want her to meet with the senator." Plo Koon noted.

"Obi-Wan, you and Anakin are assigned to the Queen. Find out who is trying to kill her and why." Mace ordered.

"Then we have to arrange a meeting with the Queen, which may prove difficult." Obi-Wan noted.

"The meeting has already been set for tonight. Be at Senator Palpatine's apartment tonight at five." Mace ordered.

"Yes Master." Obi-Wan and Anakin bowed.

The two Jedi then turned and exited the council chambers. Once they did, Obi-Wan turned to his Padawan.

"You were unusually quiet during the meeting." Obi-Wan noted and Anakin scoffed.

"Would it have mattered if I hadn't been? We would still be on this assignment anyway, just sees a better use of our time to get the job done rather than arguing with the council." Anakin said and Obi-Wan sighed as they walked.

"I know you are unsatisfied with the Council's relationship with the Republic Anakin but it is necessary." Obi-Wan said and Anakin scoffed once more.

"It is necessary for us to have a relationship with the Republic, not for us to be called upon to solve all their problems," Anakin said as they stopped and Anakin looked over at Obi-Wan with a hard expression, "we are called peacekeepers but we are little more than the Republic's servants Master. The Senate has too much hold over us. And the senate has their own agenda Master, how long until we are sent out to slaughter a village, a city, a planet?"

"The council would never allow that." Obi-Wan said firmly.

"What if they don't have a choice? What if the Supreme Chancellor forces them to? The Republic has the Jedi under its thumb and one day, it may cost us." Anakin said hotly.

"It won't Anakin." Obi-Wan insisted.

"I hope you're right Master, truly I do." Anakin said and Master and Padawan turned and continued their walk out of the temple.

 **So, what do you think? Please leave any thoughts or comments you may have in a review, feedback is greatly appreciated.**


	2. The assassin strikes

**Disclaimer: I do not own anything in the Star Wars franchise.**

Coruscant

Night

The lift doors opened and Obi-Wan and Anakin stepped off the lift into Senator Palpatine's penthouse apartment. As they stepped out, Palpatine was there to greet them. Anakin flashed a polite smile at his friend as Obi-Wan inclined his head politely.

"Master Kenobi, Anakin, I'm so grateful you could be here. Although I wish it were under better circumstances." Palpatine frowned, seemingly worried for the queen.

"So do we senator." Anakin said politely.

"Perhaps you could show us to the queen?" Obi-Wan suggested and Palpatine nodded.

"Of course, right this way." Palpatine said as he turned and led the two Jedi into the sitting room.

Palpatine led them into a room with two couches. There were three guards, one of them a tan skinned man with short dark hair and an eye patch on one eye, obviously in charge. Sitting on the couch was a young woman, obviously the queen. She was younger than either Obi-Wan or Anakin had been expecting, maybe only two or three years older than Anakin. She was very beautiful, Anakin couldn't help but notice, with dark brown hair tied back into a bun with dark brown eyes that held a strong fire to them and flawless skin. The queen stood up and approached them, her guards following her every move.

"My queen, allow me to introduce Jedi Knight Obi-Wan Kenobi and his apprentice, Anakin Skywalker. Master Kenobi, Anakin, allow me to introduce Queen Amidala of Naboo." Palpatine made the introductions as the Queen reached them.

"Call me Padme," Padme said as she shook Obi-Wan's hand, "thank you Master Jedi for coming to help us."

"It was our pleasure milady." Obi-Wan said formally with a polite smile as she dropped his hand and Anakin offered her his hand in a handshake.

As they shook hands, their eyes met and the rest of the world seemed to fade away for a moment. As their skin made contact, both felt as though a surge of electricity was running through their veins. However, both brought themselves back to the here and now and dropped hands.

"Let us be seated so this meeting can begin." Palpatine suggested.

Nodding, the four did as they were told. Anakin and Obi-Wan took one couch while Padme and Palpatine took another as the eye patch man kept guard.

"I am grateful you two are here. The situation is more dangerous than Her Majesty will admit," he said and Padme shot him a dark look, "Forgive my rudeness; I am Captain Tycho, the queen's head of security."

"I don't need more security; I need to know who is trying to kill me." Padme protested.

"We're here to protect you your majesty, not start an investigation." Obi-Wan told her.

"Master, with all due respect, isn't investigation implied in our mandate?" Anakin asked as he looked over at Obi-Wan.

"Perhaps," Obi-Wan conceded as he stroked his beard, "but regardless, you will follow my lead Anakin."

"Yes Master." Anakin nodded obediently.

"Your majesty, do you have any suspects on the attacker?" Obi-Wan inquired.

"I believe Count Dooku is behind the attacks." Padme said without hesitation.

"Count Dooku?" The two Jedi said simultaneously, both surprised.

Though neither had ever met him, Count Dooku was well known throughout the order. Like Obi-Wan, he was a former apprentice of Yoda. He had been one of the Orders most skilled Jedi Masters, rivaling Yoda and Master Windu as swordsman, an impressive feet. He had been offered a seat on the council but had declined for personal reasons. However, Count Dooku had left the Jedi Order almost twenty years ago and had established himself as the Count of a system called Serenno. He had not had contact with any of his former Jedi brethren in at least a decade.

"Your Majesty, what makes you think that Count Dooku is behind the attacks?" Anakin inquired curiously.

"When we first began receiving threats against Her Majesty, I sent out some of our intelligence agents to gather Intel. They reported back with allegations that Count Dooku was ordering the attacks. Although we have not yet been able to confirm this." Tycho explained.

"Forgive me, I don't mean any disrespect to your agents, but I just find that hard to believe." Obi-Wan told them.

"It is only natural Master Kenobi. Count Dooku was once a Jedi and apprentice to Yoda, like yourself once upon a time. But perhaps we should at least consider it." Palpatine seemed to be playing peace maker, glancing over at Padme as though worried she would explode.

"We should not rule it out Master." Anakin noted and Obi-Wan, with some reluctance, nodded.

"Very well. I won't dismiss the notion but I need physical proof before I believe it." Obi-Wan said and Padme nodded in understanding.

Later that night, Anakin was sitting in the sitting room, Palpatine retiring to his room while Padme had taken the guest room. Obi-Wan walked in from the front door.

"Captain Tycho has six men stationed at the front. No assassin will come through that way. Has there been any activity up here?" Obi-Wan asked and Anakin shook his head as he stood up from the couch.

"No, it's been quiet." Anakin said and Obi-Wan nodded as he took out the security panel and frowned as he saw it.

"What's going on here?" Obi-Wan asked as he looked at the blank screen.

"She covered the camera. I don't think she liked us watching her." Anakin admitted.

"And you didn't stop her?" Obi-Wan demanded and Anakin smirked.

"Since when does a queen take orders from a Jedi?" He asked dryly.

"Never I suppose." Obi-Wan couldn't help but chuckle.

"She programed her Astromech droid to alert us if there is an intruder. And, if one does show up, we'll be able to sense everything going on in that room between the two of us." Anakin pointed out.

"It's too risky." Obi-Wan argued.

"Well, you're more than free to go in there and argue with her but I doubt you'll have better luck then I did." Anakin sighed and Obi-Wan looked at his Padawan, concerned as he saw how weary Anakin looked.

"Are you alright? You seem tired." Obi-Wan asked worried.

"I don't sleep well this time of year, you know that." Anakin said and Obi-Wan nodded.

"If you wish to talk about it, you know I'm here." Obi-Wan said gently and Anakin smiled gratefully.

"I know Master, thank you." Anakin said but did not speak again.

Understanding his student wished to drop it; Obi-Wan let the subject go. The two Jedi stood there a few moments in comfortable silence before a spike of danger hit them through The Force. Exchanging a glance, no words were needed as Master and Padawan raced towards the guest bedroom. Bursting through the doors, the Jedi saw an insect like creature crawling towards Padme's sleeping form. Reaching out with The Force, Anakin lifted it away from her bed and levitated it into the air. Anakin activated his lightsaber and, with a swing of his brilliant sapphire blade, the two halves of the creature fell to the floor.

Padme bolted up in bed, startled as she saw Anakin holding his active weapon. As he deactivated his lightsaber, Obi-Wan saw a droid flying away from the window. Without thinking, Obi-Wan raced towards it and jumped through the glass. The glass shattered as Obi-Wan grabbed hold of the droid, being taken for a wild ride as Anakin and Padme looked on in shock.

"Stay here!" Anakin barked before turning and running as Tycho and some of Padme's handmaiden's reached them.

Anakin quickly made his way down to the docking bay and scanned the speeders for the fastest one. Finding it, Anakin jumped in and activated it. Pulling it out of the docking spot, Anakin flew out of the docking bay and searched in the force for Obi-Wan. Finding it, Anakin flew off in search of his Master's Force Signature.

Obi-Wan had found himself in many dangerous situations over his career as a Jedi. That said, being hundreds of feet above ground while being dragged by a probe droid into moving traffic had to be his least favorite to date. He was using the force to keep his hands on the side of the droid by the skin of his teeth. He saw the droid was taking him to the ledge of a building. Standing on it next to a hovering speeder was an assassin with an assault blaster aimed right at him. No, not at him, at the droid. Obi-Wan realized just before the assassin fired.

The droid shattered into bits upon impact and Obi-Wan was falling. Obi-Wan was trying to figure a way out of this when he landed on the back of a speeder. Looking up and seeing Anakin in the pilot's seat, Obi-Wan crawled up and climbed into the passenger's seat.

"What took you so long? There he goes." Obi-wan gestured to the assassin fleeing in his speeder.

"Ah you know Master, I couldn't find a speeder I really liked," Anakin quipped as he went after the assassin, "with the open cockpit and the right speed capabilities. And then I had to have a nice color to boot."

"Is that all? Well, I'm glad you managed to save my life on top of all that." Obi-Wan quipped and the two grinned before becoming serious as Anakin pursued the assassin's speeder.

The Assassin dove down and Anakin followed, Obi-Wan unconsciously gripping the sides of his seat in uneasiness. Anakin's entire being hummed as he attuned his five senses to The Force. He follows the assassin, maneuvering his speeder of oncoming speeders as he follows after the assassin. Nodding at Anakin's prod through the force, Obi-Wan closed his eyes and used The Force to try and slow the assassin's speeder down. As their speeder slowed down, the assassin turned around and fired at them. Their speeder was hit and Obi-Wan sent a force shove to the assassin's speeder.

The two speeders each took a hard landing on the ground. As Anakin and Obi-Wan shakily got out of their crashed speeder, Anakin looked up and saw the assassin felling the scene. Determined not to lose them, Anakin ran after her, catching a brief glimpse of a female face during the chase as Obi-Wan ran after them, calling his Padawan's name. Anakin skidded to a stop as the assassin ran into the club.

"She went into the club Master." Anakin said as Obi-Wan finally reached him.

"She?" Obi-Wan said and Anakin nodded. "Do you know why she went in there?"

"To hide, not to run." Anakin said and Obi-Wan repressed a smile of pride.

"Yes, so we best be careful." Obi-Wan cautioned as the two Jedi entered the club.

The two Jedi looked around the club as they entered, seeing the club buzzing with activity. Obi-Wan looked over at Anakin, silently asking him if he saw her. Anakin shook his head and Obi-Wan nodded.

"Go look around, see if you can find her." Obi-Wan ordered and Anakin looked over at him confused.

"Where are you going Master?" Anakin asked confused.

"For a drink." Obi-Wan grinned cheekily before walking off.

Deciding to trust his master, Anakin did as he was told. Walking around, Anakin searched through the crowd for a minute, searching for the assassin before he heard something: the hiss of a lightsaber and a cry of pain. All the sound except for the holoscreens stopped and Anakin turned to see Obi-Wan deactivating his lightsaber, standing over the assassin, who seemed to have lost one of her arms that was lying not far from her along with a blaster. Repressing a smirk at Obi-Wan's plan, Anakin set about calming the crowd.

"Jedi business, go back to your drinks." Anakin ordered as he walked towards Obi-Wan and the assassin.

Obi-Wan grabbed her by her remaining arm and forced her to stand as the patrons did as Anakin had told them. The two Jedi escorted the assassin out back and Obi-Wan forced her on the ground as the two Jedi knelt down to her level.

"Do you know who you were trying to kill?" Obi-Wan demanded.

"The Queen of Naboo." The assassin grunted out, talking difficult for her due to the pain.

"And who hired you?" Obi-Wan demanded.

When the assassin didn't answer, she suddenly cried out in pain. Obi-Wan was confused until realization dawned on him. He whipped his head towards Anakin, feeling The Force whirl around him as Anakin stared at the assassin intently.

"Anakin." Obi-Wan reprimanded but Anakin ignored.

"This is what we Jedi call a mind probe," Anakin said staring intently at the assassin as she whimpered in pain, "We use it to read the thoughts of animals. WE don't use it on more evolved life forms because it carries a lot of risk. But I'm willing to accept the risks if you won't talk."

"Okay, please stop" Anakin stopped as the assassin spoke, "it was a bounty hunter called-"

Suddenly, something hit her in the neck. Anakin and Obi-Wan whipped their heads towards the direction it had come for and caught a brief glimpse of a figure in blue armor before the armored figure flew off using a jet pack. The Jedi turned back to the assassin, seeing their skin turn a sickly green. The assassin spoke something they couldn't understand before falling back on the ground. Obi-Wan pulled the weapon out of her neck as Anakin checked for vitals.

"Toxic dart." Obi-Wan noted as he checked the weapon.

"She's gone." Anakin announced as he leaned back onto the ground.

"Tying up loose ends. I think it's fair to say this was just a pawn in his game and the real assassin is still out there." Obi-Wan noted with Anakin nodding, the thoughts of both Jedi grim.

 **So, what do you guys think? Please leave any thoughts or comments you may have in a review, feedback is greatly appreciated.**


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